As of 1 February 2022 all persons discharging managerial responsibilities of listed issuers (PDMRs), as well as the persons closely associated to them (PCAs), will need to submit their PDMR / PCA notifications online, via the MFSA's new web-based notification form which can be accessed here.
In order to facilitate the transition, the MFSA has published a very helpful step-by-step guide which will help PDMRs and PCAs in completing their notification forms. This guide is particularly useful in that it provides clarity on the information that the MFSA expects to be inserted in certain parts of notification. Notably, the guide includes a number of terms which can be used to describe the nature of the particular transaction being notified, for example, if the notification is being submitted to notify of a PDMR's subscription of securities during an offer period, the word ‘subscription' may be included in the Nature of Transaction field (currently contained in section 4(b) of the current template).
The new web-based PDMR notification form also introduced certain new features, chief among them are:
- That the form now automatically aggregates the prices and volumes of multiple transactions of the same nature, in the same financial instrument, executed on the same day and on the same place of transaction. This therefore simplifies the notification procedure because it automatically populates the Aggregated information field (currently contained in section 4(d) of the current template);
- The form no longer requires the notification to be signed by the person submitting it; and
- Interestingly, the MFSA has also clarified that the notifications do not necessarily need to be submitted by the respective PDMRs / PCAs, but can also be submitted by “anyone who has been delegated the task of submitting the Form on their behalf”. This is a welcome clarification which now provides certainty that company secretaries and advisors alike may submit notifications on behalf of issuers' PDMRs and PCAs, although ultimate responsibility will always lie with PDMRs and PCAs.
In order to ensure that this transition runs smoothly, issuers, and their company secretaries, are encouraged to:
- Get acquainted with the new web-based form and the step-by-step guide;
- Inform all their PDMRs and PCAs that as of 1 February 2022, notifications need to be submitted via the MFSA's web-based form; and
- If necessary revise and update internal policies and dealing codes.
A PDF copy of the notification form will be provided to the person making the submission. This PDF can then be sent to the issuer, in order to satisfy PDMRs' and PCAs' obligation to notify the issuer of a notifiable transaction within 3 business days after the date of the transaction. In turn, issuers are reminded of their obligation to publish the information contained in a notification on its website within 2 business days of receipt of such a notification.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.